Common use of Registration, Registration of Transfers and Exchanges Clause in Contracts

Registration, Registration of Transfers and Exchanges. (a) The Company will keep a register or registers in which the Company shall maintain a master list of names and addresses of the Holders (the "Warrant Register") and shall provide for the registration of, and registration of transfer and exchange of, Warrant Certificates as provided in this Article. Each person designated by the Company from time to time as a person having custody of the Warrant Register and register the transfer and exchange of the Warrant Certificates is hereinafter called, individually and collectively, the "Registrar". The Company hereby appoints the Chief Financial Officer of the Company as Registrar. Upon written notice to the Initial Holder and any acting Registrar, the Company may appoint a successor Registrar for such purposes. (b) Upon due presentation for registration of transfer of any Warrant Certificate to the Registrar, the Company shall execute and deliver in the name of the transferee or transferees a new Warrant Certificate or Warrant Certificates in authorized denominations for a like aggregate number of Warrants bearing numbers or other distinguishing symbols not contemporaneously outstanding. (c) Any Warrant Certificate or Warrant Certificates may be exchanged for a Warrant Certificate or Warrant Certificates in other authorized denominations, representing in the aggregate a like number of Warrants. A Warrant Certificate or Warrant Certificates to be so exchanged shall be surrendered to the Registrar, and the Company shall execute and deliver in exchange therefor the Warrant Certificate or Warrant Certificates bearing numbers or other distinguishing symbols not contemporaneously outstanding. (d) The Company and the Registrar may deem and treat the person in whose name any Warrant Certificate shall be registered in the Warrant Register as the absolute owner of such Warrant Certificate for the purpose of any exercise thereof or any distribution to the Holder thereof and for all other purposes. (e) All Warrants presented for registration of transfer or exchange shall (if so required by the Company or the Registrar) be duly endorsed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney and shall be accompanied by a written instrument or instruments of transfer or exchange. (f) No service charge shall be made for any transfer or exchange of Warrant Certificates, but the Company may require payment from the Holder(s) of such Warrant Certificates of a sum sufficient to cover any stamp or other governmental charge or tax that may be imposed in connection with any such transfer or exchange.

Registration, Registration of Transfers and Exchanges. (a) The Company will keep keep, at the office or agency maintained by the Company for such purpose, a register or registers in which which, subject to such reasonable regulations as it may prescribe, the Company shall maintain a master list of names and addresses of the Holders (the "Warrant Register") and shall provide for the registration of, and registration of transfer and exchange of, Warrant Certificates Warrants as provided in this Articleherein. Each person designated by the Company from time to time as a person having custody of the Warrant Register and Person authorized to register the transfer and exchange of the Warrant Certificates Warrants is hereinafter called, individually and collectively, the "Warrant Registrar". ." The Company hereby initially appoints the Chief Financial Officer of the Company Warrant Agent as Warrant Registrar. Upon written notice to the Initial Holder Warrant Agent and any acting Warrant Registrar, the Company may appoint a successor Warrant Registrar for such purposes. . The Company will at all times designate one Person (bwho may be the Company and who need not be a Warrant Registrar) Upon due presentation for registration to act as repository of transfer a master list of any names and addresses of the holders of Warrants (the "Warrant Certificate Register"). The Warrant Agent will act as such repository unless and until some other Person is, by written notice from the Company to the Warrant Agent and the Warrant Registrar, designated by the Company to act as such. In the event the Warrant Registrar is not the repository, the Company shall execute cause the Warrant Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and deliver in exchanges effected by the name Warrant Registrar, as may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented to the Warrant Agent with a request to register the transfer of the transferee Warrants or transferees a new Warrant Certificate or Warrant Certificates in authorized denominations exchange Warrants for a like aggregate an equal number of Warrants bearing numbers or other distinguishing symbols not contemporaneously outstanding. (c) Any Warrant Certificate or Warrant Certificates may be exchanged for a Warrant Certificate or Warrant Certificates in of other authorized denominations, representing in the aggregate a like number of Warrants. A Warrant Certificate or Warrant Certificates to be so exchanged shall be surrendered to the Registrar, and the Company shall execute and deliver in exchange therefor the Warrant Certificate Agent shall register the transfer or make the exchange as requested if the requirements under this Warrant Certificates bearing numbers or other distinguishing symbols not contemporaneously outstanding. (d) The Company and Agreement as set forth herein for such transactions are met; provided, however, that the Registrar may deem and treat the person in whose name any Warrant Certificate shall be registered in the Warrant Register as the absolute owner of such Warrant Certificate for the purpose of any exercise thereof or any distribution to the Holder thereof and for all other purposes. (e) All Warrants presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Registrar) be duly endorsed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney and shall be accompanied by a written instrument instruction of transfer in form satisfactory to the Company and the Warrant Agent, duly executed by the holder thereof or instruments by his attorney, duly authorized in writing. Furthermore, any Holder of a Global Warrant shall, by acceptance of such Global Warrant, agree that transfers of beneficial interests in such Global Warrant may be effected only through a book-entry system maintained by the Holder of such Global Warrant (or its agent), and that ownership of a beneficial interest in the Warrant shall be required to be reflected in a book entry. All Warrants issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrants surrendered upon such registration of transfer or exchange. (f) No service charge shall be made for any transfer or exchange of Warrant Certificates, but the Company may require payment from the Holder(s) of such Warrant Certificates of a sum sufficient to cover any stamp or other governmental charge or tax that may be imposed in connection with any such transfer or exchange.

Registration, Registration of Transfers and Exchanges. (a) The Company will keep shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 9.2 in a Place of Payment a register or registers in which the Company shall maintain a master list of names and addresses of the Holders (the "Warrant Register") and in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of, of Securities and the registration of transfer and exchange of, Warrant Certificates as provided transfers of Securities. The Register shall be in this Articlewritten form or any other form capable of being converted into written form within a reasonable time. Each person designated by the Company from time to time as a person having custody of the Warrant Register and register the transfer and exchange of the Warrant Certificates The Trustee is hereinafter called, individually and collectively, the hereby appointed "Registrar". The Company hereby appoints " for the Chief Financial Officer purpose of the Company registering Securities and transfers of Securities as Registrarherein provided. Upon written notice to the Initial Holder and any acting Registrar, the Company may appoint a successor Registrar for such purposes. (b) Upon due presentation surrender for registration of transfer of any Warrant Certificate Security of any series at the office or agency maintained pursuant to the RegistrarSection 9.2 in a Place of Payment for that series, the Company shall execute execute, and deliver the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees a transferees, one or more new Warrant Certificate or Warrant Certificates in Securities of the same series, of any authorized denominations for and of a like aggregate number principal amount and tenor. At the option of Warrants bearing numbers or other distinguishing symbols not contemporaneously outstanding. (c) Any Warrant Certificate or Warrant Certificates the Holder, Securities of any series may be exchanged for a Warrant Certificate or Warrant Certificates in other Securities of the same series, of any authorized denominationsdenominations and of like aggregate principal amount containing identical terms and provisions, representing in upon surrender of the aggregate a like number of Warrants. A Warrant Certificate or Warrant Certificates Securities to be exchanged at such office or agency. Whenever any Securities are so exchanged surrendered for exchange, the Company shall be surrendered to the Registrarexecute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. Whenever any Securities are surrendered for exchange, the Company shall execute and deliver in exchange therefor the Warrant Certificate or Warrant Certificates bearing numbers or other distinguishing symbols not contemporaneously outstanding. (d) The Company execute, and the Registrar may deem Trustee shall authenticate and treat deliver, the person in whose name Securities that the Holder making the exchange is entitled to receive. All Securities issued upon any Warrant Certificate registration of transfer or upon any exchange of Securities shall be registered in the Warrant Register valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the absolute owner Securities surrendered upon such registration of such Warrant Certificate for the purpose of any exercise thereof transfer or any distribution to the Holder thereof and for all other purposes. (e) All Warrants exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Company, the Registrar or the RegistrarTrustee) be duly endorsed by the registered Holder endorsed, or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney and shall be accompanied by a written instrument or instruments of transfer in form satisfactory to those of the Company, the Registrar and the Trustee requiring such written instrument of transfer duly executed by the Holder thereof or exchange. (f) his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or for any exchange of Warrant CertificatesSecurities, but the Company may require payment from the Holder(s) of such Warrant Certificates of a sum sufficient to cover any stamp tax or other governmental charge or tax that may be imposed in connection with any such registration, transfer or exchangeexchange of Securities, other than exchanges pursuant to Section 3.4, 3.6 or 10.7 not involving any transfer. The Company shall not be required to (i) issue, register the transfer of, or exchange any Securities for a period beginning at the opening of business 15 days before any selection for redemption of Securities of like tenor and of the series of which such Security is a part and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Securities of like tenor and of such series to be redeemed or (ii) register the transfer of or exchange of any Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part. Each Holder agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

Registration, Registration of Transfers and Exchanges. (a) The Company will keep keep, at the office or agency maintained by the Company for such purpose, a register or registers in which which, subject to such reasonable regulations as it may prescribe, the Company shall maintain a master list of names and addresses of the Holders (the "Warrant Register") and shall provide for the registration of, and registration of transfer and exchange of, Warrant Certificates Warrants as provided in this Articleherein. Each person designated by the Company from time to time as a person having custody of the Warrant Register and Person authorized to register the 5 5 transfer and exchange of the Warrant Certificates Warrants is hereinafter called, individually and collectively, the "Warrant Registrar". ." The Company hereby initially appoints the Chief Financial Officer of the Company itself as Warrant Registrar. Upon written notice to the Initial Holder Holders and any acting Warrant Registrar, the Company may appoint a successor Warrant Registrar for such purposes. . The Company will at all times designate one Person (bwho may be the Company and who need not be a Warrant Registrar) Upon due presentation for registration to act as repository of transfer a master list of any names and addresses of the holders of Warrants (the "Warrant Certificate Register"). The Company will act as such repository unless and until some other Person is, by written notice from the Company to the Holders and the Warrant Registrar, designated by the Company to act as such. In the event the Warrant Registrar is not the repository, the Company shall execute cause the Warrant Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and deliver in exchanges effected by the name Warrant Registrar, as may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented to the Company with a request to register the transfer of the transferee Warrants or transferees a new Warrant Certificate or Warrant Certificates in authorized denominations exchange Warrants for a like aggregate an equal number of Warrants bearing numbers or other distinguishing symbols not contemporaneously outstanding. (c) Any Warrant Certificate or Warrant Certificates may be exchanged for a Warrant Certificate or Warrant Certificates in of other authorized denominations, representing in the aggregate a like number of Warrants. A Warrant Certificate or Warrant Certificates to be so exchanged shall be surrendered to the Registrar, and the Company shall execute and deliver in register the transfer or make the exchange therefor as requested if the requirements under this Warrant Certificate or Warrant Certificates bearing numbers or other distinguishing symbols not contemporaneously outstanding. (d) The Company and Agreement as set forth herein for such transactions are met; provided, however, that the Registrar may deem and treat the person in whose name any Warrant Certificate shall be registered in the Warrant Register as the absolute owner of such Warrant Certificate for the purpose of any exercise thereof or any distribution to the Holder thereof and for all other purposes. (e) All Warrants presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Registrar) be duly endorsed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney and shall be accompanied by a written instrument instruction of transfer in form satisfactory to the Company, duly executed by the holder thereof or instruments by his attorney, duly authorized in writing. All Warrants issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrants surrendered upon such registration of transfer or exchange. (f) No service charge shall be made for any transfer or exchange of Warrant Certificates, but the Company may require payment from the Holder(s) of such Warrant Certificates of a sum sufficient to cover any stamp or other governmental charge or tax that may be imposed in connection with any such transfer or exchange.

Registration, Registration of Transfers and Exchanges. (a) The Company will keep keep, at the office or agency maintained by the Company for such purpose, a register or registers in which which, subject to such reasonable regulations as it may prescribe, the Company shall maintain a master list of names and addresses of the Holders (the "Warrant Register") and shall provide for the registration of, and registration of transfer and exchange of, Warrant Certificates Warrants as provided in this Articleherein. Each person designated by the Company from time to time as a person having custody of the Warrant Register and Person authorized to register the transfer and exchange of the Warrant Certificates Warrants is hereinafter called, individually and collectively, the "Warrant Registrar". ." The Company hereby initially appoints the Chief Financial Officer of the Company itself as Warrant Registrar. Upon written notice to the Initial Holder Holders and any acting Warrant Registrar, the Company may appoint a successor Warrant Registrar for such purposes. . The Company will at all times designate one Person (bwho may be the Company and who need not be a Warrant Registrar) Upon due presentation for registration to act as repository of transfer a master list of any names and addresses of the holders of Warrants (the "Warrant Certificate Register"). The Company will act as such repository unless and until some other Person is, by written notice from the Company to the Holders and the Warrant Registrar, designated by the Company to act as such. In the event the Warrant Registrar is not the repository, the Company shall execute cause the Warrant Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and deliver in exchanges effected by the name Warrant Registrar, as may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented to the Company with a request to register the transfer of the transferee Warrants or transferees a new Warrant Certificate or Warrant Certificates in authorized denominations exchange Warrants for a like aggregate an equal number of Warrants bearing numbers or other distinguishing symbols not contemporaneously outstanding. (c) Any Warrant Certificate or Warrant Certificates may be exchanged for a Warrant Certificate or Warrant Certificates in of other authorized denominations, representing in the aggregate a like number of Warrants. A Warrant Certificate or Warrant Certificates to be so exchanged shall be surrendered to the Registrar, and the Company shall execute and deliver in register the transfer or make the exchange therefor as requested if the requirements under this Warrant Certificate or Warrant Certificates bearing numbers or other distinguishing symbols not contemporaneously outstanding. (d) The Company and Agreement as set forth herein for such transactions are met; provided, however, that the Registrar may deem and treat the person in whose name any Warrant Certificate shall be registered in the Warrant Register as the absolute owner of such Warrant Certificate for the purpose of any exercise thereof or any distribution to the Holder thereof and for all other purposes. (e) All Warrants presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Registrar) be duly endorsed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney and shall be accompanied by a written instrument instruction of transfer in form satisfactory to the Company, duly executed by the holder thereof or instruments by his attorney, duly authorized in writing. All Warrants issued upon any registration of transfer or exchange of Warrants 6 shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrants surrendered upon such registration of transfer or exchange. (f) No service charge shall be made for any transfer or exchange of Warrant Certificates, but the Company may require payment from the Holder(s) of such Warrant Certificates of a sum sufficient to cover any stamp or other governmental charge or tax that may be imposed in connection with any such transfer or exchange.

Registration, Registration of Transfers and Exchanges. (a) The ----------------------------------------------------- Company will keep keep, at the office or agency maintained by the Company for such purpose, a register or registers in which which, subject to such reasonable regulations as it may prescribe, the Company shall maintain a master list of names and addresses of the Holders (the "Warrant Register") and shall provide for the registration of, and registration of transfer and exchange of, Warrant Certificates Warrants as provided in this Articleherein. Each person designated by the Company from time to time as a person having custody of the Warrant Register and Person authorized to register the transfer and exchange of the Warrant Certificates Warrants is hereinafter called, individually and collectively, the "Warrant Registrar". ." The Company hereby ----------------- initially appoints the Chief Financial Officer of the Company Warrant Agent as Warrant Registrar. Upon written notice to the Initial Holder Warrant Agent and any acting Warrant Registrar, the Company may appoint a successor Warrant Registrar for such purposes. . The Company will at all times designate one Person (bwho may be the Company and who need not be a Warrant Registrar) Upon due presentation for registration to act as repository of transfer a master list of any names and addresses of the Holders of Warrants (the "Warrant Certificate ------- Register"). The Warrant Agent will act as such repository unless and until some -------- other Person is, by written notice from the Company to the Warrant Agent and the Warrant Registrar, designated by the Company to act as such. In the event the Warrant Registrar is not the repository, the Company shall execute cause the Warrant Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and deliver in exchanges effected by the name Warrant Registrar, as may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented to the Warrant Agent with a request to register the transfer of the transferee Warrants or transferees a new Warrant Certificate or Warrant Certificates in authorized denominations exchange Warrants for a like aggregate an equal number of Warrants bearing numbers or other distinguishing symbols not contemporaneously outstanding. (c) Any Warrant Certificate or Warrant Certificates may be exchanged for a Warrant Certificate or Warrant Certificates in of other authorized denominations, representing in the aggregate a like number of Warrants. A Warrant Certificate or Warrant Certificates to be so exchanged shall be surrendered to the Registrar, and the Company shall execute and deliver in exchange therefor the Warrant Certificate Agent shall register the transfer or make the exchange as requested if the requirements under this Warrant Certificates bearing numbers or other distinguishing symbols not contemporaneously outstanding. (d) The Company and Agreement as set forth herein for such transactions are met; provided, however, that the Registrar may deem and treat the person in whose name any Warrant Certificate shall be registered in the Warrant Register as the absolute owner of such Warrant Certificate for the purpose of any exercise thereof or any distribution to the Holder thereof and for all other purposes. (e) All -------- ------- Warrants presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Registrar) be duly endorsed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney and shall be accompanied by a written instrument instruction of transfer in form satisfactory to the Company and the Warrant Agent, duly executed by the Holder thereof or instruments by his attorney, duly authorized in writing. Furthermore, any Holder of a Global Warrant shall, by acceptance of such Global Warrant, agree that transfers of beneficial interests in such Global Warrant may be effected only through a book-entry system maintained by the Holder of such Global Warrant (or its agent), and that ownership of a beneficial interest in the Warrant shall be required to be reflected in a book entry. All Warrants issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrants surrendered upon such registration of transfer or exchange. (f) No service charge shall be made for any transfer or exchange of Warrant Certificates, but the Company may require payment from the Holder(s) of such Warrant Certificates of a sum sufficient to cover any stamp or other governmental charge or tax that may be imposed in connection with any such transfer or exchange.

Registration, Registration of Transfers and Exchanges. (a) The Company will keep keep, at the office or agency maintained by the Company for such purpose, a register or registers in which which, subject to such reasonable regulations as it may prescribe, the Company shall maintain a master list of names and addresses of the Holders (the "Warrant Register") and shall provide for the registration of, and registration of transfer and exchange of, Warrant Certificates Warrants as provided in this Articleherein. Each person designated by the Company from time to time as a person having custody of the Warrant Register and Person authorized to register the transfer and exchange of the Warrant Certificates Warrants is hereinafter called, individually and collectively, the "Warrant Registrar". ." The Company hereby initially appoints the Chief Financial Officer of the Company itself as Warrant Registrar. Upon written notice to the Initial Holder Holders and any acting Warrant Registrar, the Company may appoint a successor Warrant Registrar for such purposes. . The Company will at all times designate one Person (bwho may be the Company and who need not be a Warrant Registrar) Upon due presentation for registration to act as repository of transfer a master list of any names and addresses of the holders of Warrants (the "Warrant Certificate Register"). The Company will act as such repository unless and until some other Person is, by written notice from the Company to the Holders and the Warrant Registrar, designated by the Company to act as such. In the event the Warrant Registrar is not the repository, the Company shall execute cause the Warrant Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and deliver in 8 5 exchanges effected by the name Warrant Registrar, as may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented to the Company with a request to register the transfer of the transferee Warrants or transferees a new Warrant Certificate or Warrant Certificates in authorized denominations exchange Warrants for a like aggregate an equal number of Warrants bearing numbers or other distinguishing symbols not contemporaneously outstanding. (c) Any Warrant Certificate or Warrant Certificates may be exchanged for a Warrant Certificate or Warrant Certificates in of other authorized denominations, representing in the aggregate a like number of Warrants. A Warrant Certificate or Warrant Certificates to be so exchanged shall be surrendered to the Registrar, and the Company shall execute and deliver in register the transfer or make the exchange therefor as requested if the requirements under this Warrant Certificate or Warrant Certificates bearing numbers or other distinguishing symbols not contemporaneously outstanding. (d) The Company and Agreement as set forth herein for such transactions are met; provided, however, that the Registrar may deem and treat the person in whose name any Warrant Certificate shall be registered in the Warrant Register as the absolute owner of such Warrant Certificate for the purpose of any exercise thereof or any distribution to the Holder thereof and for all other purposes. (e) All Warrants presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Registrar) be duly endorsed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney and shall be accompanied by a written instrument instruction of transfer in form satisfactory to the Company, duly executed by the holder thereof or instruments by his attorney, duly authorized in writing. All Warrants issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrants surrendered upon such registration of transfer or exchange. (f) No service charge shall be made for any transfer or exchange of Warrant Certificates, but the Company may require payment from the Holder(s) of such Warrant Certificates of a sum sufficient to cover any stamp or other governmental charge or tax that may be imposed in connection with any such transfer or exchange.

Registration, Registration of Transfers and Exchanges. (a) The Company will keep keep, at the office or agency maintained by the Company for such purpose, a register or registers in which which, subject to such reasonable regulations as it may prescribe, the Company shall maintain a master list of names and addresses of the Holders (the "Warrant Register") and shall provide for the registration of, and registration of transfer and exchange of, Warrant Certificates Warrants as provided in this Articleherein. Each person designated by the Company from time to time as a person having custody of the Warrant Register and Person authorized to register the transfer and exchange of the Warrant Certificates Warrants is hereinafter called, individually and collectively, the "Warrant Registrar". ." The Company hereby initially appoints the Chief Financial Officer of the Company Warrant Agent as Warrant Registrar. Upon written notice to the Initial Holder Warrant Agent and any acting Warrant Registrar, the Company may appoint a successor Warrant Registrar for such purposes. . The Company will at all times designate one Person (bwho may be the Company and who need not be a Warrant Registrar) Upon due presentation for registration to act as repository of transfer a master list of any names and addresses of the holders of Warrants (the "Warrant Certificate Register"). The Warrant Agent will act as such repository unless and until some other Person is, by written notice from the Company to the Warrant Agent and the Warrant Registrar, designated by the Company to act as such. In the event the Warrant Registrar is not the repository, the Company shall execute cause the Warrant Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and deliver in exchanges effected by the name Warrant Registrar, as may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented to the Warrant Agent with a request to register the transfer of the transferee Warrants or transferees a new Warrant Certificate or Warrant Certificates in authorized denominations exchange Warrants for a like aggregate an equal number of Warrants bearing numbers or other distinguishing symbols not contemporaneously outstanding. (c) Any Warrant Certificate or Warrant Certificates may be exchanged for a Warrant Certificate or Warrant Certificates in of other authorized denominations, representing in the aggregate a like number of Warrants. A Warrant Certificate or Warrant Certificates to be so exchanged shall be surrendered to the Registrar, and the Company shall execute and deliver in exchange therefor the Warrant Certificate Agent shall register the transfer or make the exchange as requested if the requirements under this Warrant Certificates bearing numbers or other distinguishing symbols not contemporaneously outstanding. (d) The Company and Agreement as set forth herein for such transactions are met; provided, however, that the Registrar may deem and treat the person in whose name any Warrant Certificate shall be registered in the Warrant Register as the absolute owner of such Warrant Certificate for the purpose of any exercise thereof or any distribution to the Holder thereof and for all other purposes. (e) All Warrants presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Registrar) be duly endorsed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney and shall be accompanied by a written instrument or instruments instruction of transfer or exchange. (f) No service charge shall be made for any transfer or exchange of Warrant Certificates, but in form satisfactory to the Company may require payment from and the Holder(s) of such Warrant Certificates of a sum sufficient to cover any stamp Agent, duly executed by the holder thereof or other governmental charge or tax that may be imposed by his attorney, duly authorized in connection with any such transfer or exchangewriting.

Registration, Registration of Transfers and Exchanges. (a) The Company will keep keep, at the office or agency maintained by the Company for such purpose, a register or registers in which which, subject to such reasonable regulations as it may prescribe, the Company shall maintain a master list of names and addresses of the Holders (the "Warrant Register") and shall provide for the registration of, and registration of transfer and exchange of, Warrant Certificates Warrants as provided in this Articleherein. Each person designated by the Company from time to time as a person having custody of the Warrant Register and Person authorized to register the transfer and exchange of the Warrant Certificates Warrants is hereinafter called, individually and collectively, the "Registrar". WARRANT REGISTRAR." The Company hereby initially appoints the Chief Financial Officer of the Company itself as Warrant Registrar. Upon written notice to the Initial Holder Holders and any acting Warrant Registrar, the Company may appoint a successor Warrant Registrar for such purposes. . The Company will at all times designate one Person (bwho may be the Company and who need not be a Warrant Registrar) Upon due presentation for registration to act as repository of transfer a master list of any Warrant Certificate names and addresses of the holders of Warrants (the "WARRANT REGISTER"). The Company will act as such repository unless and until some other Person is, by written notice from the Company to the Holders and the Warrant Registrar, designated by the Company to act as such. In the event the Warrant Registrar is not the repository, the Company shall execute cause the Warrant Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and deliver in exchanges effected by the name Warrant Registrar, as may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented to the Company with a request to register the transfer of the transferee Warrants or transferees a new Warrant Certificate or Warrant Certificates in authorized denominations exchange Warrants for a like aggregate an equal number of Warrants bearing numbers or other distinguishing symbols not contemporaneously outstanding. (c) Any Warrant Certificate or Warrant Certificates may be exchanged for a Warrant Certificate or Warrant Certificates in of other authorized denominations, representing in the aggregate a like number of Warrants. A Warrant Certificate or Warrant Certificates to be so exchanged shall be surrendered to the Registrar, and the Company shall execute and deliver in register the transfer or make the exchange therefor as requested if the requirements under this Warrant Certificate or Warrant Certificates bearing numbers or other distinguishing symbols not contemporaneously outstanding. (d) The Company and Agreement as set forth herein for such transactions are met; PROVIDED, HOWEVER, that the Registrar may deem and treat the person in whose name any Warrant Certificate shall be registered in the Warrant Register as the absolute owner of such Warrant Certificate for the purpose of any exercise thereof or any distribution to the Holder thereof and for all other purposes. (e) All Warrants presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Registrar) be duly endorsed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney and shall be accompanied by a written instrument instruction of transfer in form satisfactory to the Company, duly executed by the holder thereof or instruments by his attorney, duly authorized in writing. All Warrants issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrants surrendered upon such registration of transfer or exchange. (f) No service charge shall be made for any transfer or exchange of Warrant Certificates, but the Company may require payment from the Holder(s) of such Warrant Certificates of a sum sufficient to cover any stamp or other governmental charge or tax that may be imposed in connection with any such transfer or exchange.

Registration, Registration of Transfers and Exchanges. (a) The Company will keep keep, at the office or agency maintained by the Company for such purpose, a register or registers in which which, subject to such reasonable regulations as it may prescribe, the Company shall maintain a master list of names and addresses of the Holders (the "Warrant Register") and shall provide for the registration of, and registration of transfer and exchange of, Warrant Certificates Warrants as provided in this Articleherein. Each person designated by the Company from time to time as a person having custody of the Warrant Register and Person authorized to register the transfer and exchange of the Warrant Certificates Warrants is hereinafter called, individually and collectively, the "Warrant Registrar". ." The Company hereby initially appoints the Chief Financial Officer of the Company Warrant Agent as Warrant Registrar. Upon prior written notice to the Initial Holder Warrant Agent and any acting Warrant Registrar, the Company may appoint a successor Warrant Registrar for such purposes. . The Company will at all times designate one Person (bwho may be the Company and who need not be a Warrant Registrar) Upon due presentation for registration to act as repository of transfer a master list of any names and addresses of the holders of Warrants (the "Warrant Certificate Register"). The Warrant Agent will act as such repository unless and until some other Person is, by written prior notice from the Company to the Warrant Agent and the Warrant Registrar, designated by the Company to act as such. In the event the Warrant Registrar is not the repository, the Company shall execute cause the Warrant Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and deliver in exchanges effected by the name Warrant Registrar as may be necessary to enable such, repository, to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented to the Warrant Agent with a request to register the transfer of the transferee Warrants or transferees a new Warrant Certificate or Warrant Certificates in authorized denominations exchange Warrants for a like aggregate an equal number of Warrants bearing numbers or other distinguishing symbols not contemporaneously outstanding. (c) Any Warrant Certificate or Warrant Certificates may be exchanged for a Warrant Certificate or Warrant Certificates in of other authorized denominations, representing in the aggregate a like number of Warrants. A Warrant Certificate or Warrant Certificates to be so exchanged shall be surrendered to the Registrar, and the Company shall execute and deliver in exchange therefor the Warrant Certificate Agent shall register the transfer or make the exchange requested if the requirements under this Warrant Certificates bearing numbers or other distinguishing symbols not contemporaneously outstanding. (d) The Company and Agreement as set forth herein for such transactions are met; provided, however, that the Registrar may deem and treat the person in whose name any Warrant Certificate shall be registered in the Warrant Register as the absolute owner of such Warrant Certificate for the purpose of any exercise thereof or any distribution to the Holder thereof and for all other purposes. (e) All Warrants presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Registrar) be duly endorsed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney and shall be accompanied by a written instrument instruction of transfer in form satisfactory to the Company and the Warrant Agent, duly executed by the holder thereof or instruments by his attorney, duly authorized in writing. Furthermore, any Holder of a Global Warrant shall, by acceptance of such Global Warrant, agree that transfers of beneficial interests in such Global Warrant may be effected only through a book-entry system maintained by the Holder of such Global Warrant (or its agent), and that ownership of a beneficial interest in the Warrant shall be required to be reflected in a book entry. All Warrants issued upon any registration of, transfer or exchange of Warrants shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrants surrendered upon such registration of transfer or exchange. (f) No service charge shall be made for any transfer or exchange of Warrant Certificates, but the Company may require payment from the Holder(s) of such Warrant Certificates of a sum sufficient to cover any stamp or other governmental charge or tax that may be imposed in connection with any such transfer or exchange.

Registration, Registration of Transfers and Exchanges. (a) The Company will keep keep, at the office or agency maintained by the Company for such purpose, a register or registers in which which, subject to such reasonable regulations as it may prescribe, the Company shall maintain a master list of names and addresses of the Holders (the "Warrant Register") and shall provide for the registration of, and registration of transfer and exchange of, Warrants and Warrant Certificates Shares as provided in this ArticleArticle I. Each person designated by the Company from time to time as a person authorized to register the transfer and exchange of the Warrants is hereinafter called, individually and collectively, the "Registrar". --------- The Company hereby initially appoints the Warrant Agent as Registrar. Each person designated by the Company from time to time as a person having custody of the Warrant Register and authorized to register the transfer and exchange of the Warrant Certificates Shares is hereinafter called, individually and collectively, the "RegistrarTransfer Agent". The Company hereby -------------- initially appoints the Chief Financial Officer of the Company itself as RegistrarTransfer Agent. Upon written notice to the Initial Holder Warrant Agent and any acting Registrar, the Company may appoint a successor Registrar for such purposes. . Upon written notice to the Warrant Agent, the Company may appoint a successor Transfer Agent for such purposes. The Company will at all times designate one person (bwho may be the Company and who need not be a Registrar) to act as repository of a master list of names and addresses of the holders of Warrants (the "Warrant Register") and ---------------- Warrant Shares. The Warrant Agent will act as such repository with respect to the Warrants unless and until some other person is, by written notice from the Company to the Warrant Agent and the Registrar, designated by the Company to act as such. The Company will act as such repository with respect to the Warrant Shares unless and until some other person is designated by the Company to act as such. The Company will provide notice to the Warrant Agent and Registrar of any such designation. The Company shall cause each Registrar to furnish to such repository with respect to the Warrants, on a current basis, such information as to all registrations of transfer and exchanges effected by such Registrar, as may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable. The Company shall cause each Transfer Agent to furnish to the Warrant Agent, on a current basis and immediately upon the request of the Warrant Agent, such information as to all registrations of transfer and exchanges effected by such Transfer Agent, as may be necessary or desirable to enable the Warrant Agent to perform its functions under Section 4.04 hereof. Upon due presentation for registration of transfer of any Warrant Certificate at any such office or agency to be maintained for the Registrarpurpose as provided in Section 1.09, the Company shall execute and the Warrant Agent shall countersign and deliver (or cause to be delivered) in the name of the transferee or transferees a new Warrant Certificate or Warrant Certificates in authorized denominations for a like aggregate number of Warrants bearing numbers or other distinguishing symbols not contemporaneously outstanding. (c) . Any Warrant Certificate or Warrant Certificates may be exchanged for a Warrant Certificate or Warrant Certificates in other authorized denominations, representing in the aggregate a like number of Warrants. A Warrant Certificate or Warrant Certificates to be so exchanged shall be surrendered at any office or agency to be maintained by the RegistrarCompany for the purpose as provided in Section 1.09, and the Company shall execute and the Warrant Agent shall countersign and deliver (or cause to be delivered) in exchange therefor the Warrant Certificate or Warrant Certificates bearing numbers or other distinguishing symbols not contemporaneously outstanding. (d) . The Company Company, the Warrant Agent, the Registrar and any agent of the Company, the Warrant Agent or the Registrar may deem and treat the person in whose name any Warrant Certificate shall be registered in the Warrant Register as the absolute owner of such Warrant Certificate (notwithstanding any notation of ownership or other writing thereon) for the purpose of any exercise thereof or any distribution to the Holder holder thereof and for all other purposes. (e) ; and neither the Company nor the Warrant Agent nor the Registrar nor any agent of the Company, the Warrant Agent or the Registrar shall be affected by any notice to the contrary. All Warrants presented for registration of transfer or exchange shall (if so required by the Company or the Registrar) be duly endorsed by the registered Holder holder or Holders holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney attorney, and in the case of transfer, such signature shall be guaranteed by an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (each an "Eligible Guarantor ------------ ------------------ Institution"), and shall be accompanied by a written instrument or instruments ----------- of transfer exchange or exchange. transfer, in form satisfactory to the Company, the Warrant Agent, the Trustee and the Registrar. Until the earlier to occur of (fi) No service charge the consummation of a Public Equity Offering resulting in gross proceeds to the Company of at least $35.0 million and (ii) March 1, 2002, each Holder of Warrants or Warrant Shares shall, by acceptance of such Warrants or Warrant Shares, agree that transfers of beneficial interests in such Warrants or Warrant Shares may be effected only on the books and records maintained by the Transfer Agent, and that ownership of Warrants or Warrant Shares shall be made for any required to be reflected in the books and records of the Transfer Agent. Upon issuance by the Company, the Warrant Shares shall be appropriately legended to reflect such obligations upon transfer or exchange as well as the repurchase obligations of Warrant Certificates, but the Company may require payment from and the Holder(s) co-sale and co-investment rights of such Warrant Certificates of a sum sufficient to cover any stamp or other governmental charge or tax that may be imposed in connection with any such transfer or exchangeholders.

Registration, Registration of Transfers and Exchanges. (a) The Company will keep shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 9.2 in a Place of Payment a register or registers in which the Company shall maintain a master list of names and addresses of the Holders (the "Warrant Register") and in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of, of Securities and the registration of transfer and exchange of, Warrant Certificates as provided transfers of Securities. The Register shall be in this Articlewritten form or any other form capable of being converted into written form within a reasonable time. Each person designated by the Company from time to time as a person having custody of the Warrant Register and register the transfer and exchange of the Warrant Certificates The Trustee is hereinafter called, individually and collectively, the hereby appointed "Registrar". The Company hereby appoints " for the Chief Financial Officer purpose of the Company registering Securities and transfers of Securities as Registrarherein provided. Upon written notice to the Initial Holder and any acting Registrar, the Company may appoint a successor Registrar for such purposes. (b) Upon due presentation surrender for registration of transfer of any Warrant Certificate Security of any series at the office or agency maintained pursuant to the RegistrarSection 9.2 in a Place of Payment for that series, the Company shall execute execute, and deliver the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees a transferees, one or more new Warrant Certificate or Warrant Certificates in Securities of the same series, of any authorized denominations for and of a like aggregate number principal amount and tenor. At the option of Warrants bearing numbers or other distinguishing symbols not contemporaneously outstanding. (c) Any Warrant Certificate or Warrant Certificates the Holder, Securities of any series may be exchanged for a Warrant Certificate or Warrant Certificates in other Securities of the same series, of any authorized denominationsdenominations and of like aggregate principal amount containing identical terms and provisions, representing in upon surrender of the aggregate a like number of Warrants. A Warrant Certificate or Warrant Certificates Securities to be so exchanged at such office or agency. Whenever any Securities are surrendered for exchange, the Company shall be surrendered to the Registrarexecute, and the Company Trustee shall execute authenticate and deliver in deliver, the Securities that the Holder making the exchange therefor the Warrant Certificate is entitled to receive. All Securities issued upon any registration of transfer or Warrant Certificates bearing numbers or other distinguishing symbols not contemporaneously outstanding. (d) The Company and the Registrar may deem and treat the person in whose name upon any Warrant Certificate exchange of Securities shall be registered in the Warrant Register valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the absolute owner Securities surrendered upon such registration of such Warrant Certificate for the purpose of any exercise thereof transfer or any distribution to the Holder thereof and for all other purposes. (e) All Warrants exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Company, the Registrar or the RegistrarTrustee) be duly endorsed by the registered Holder endorsed, or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney and shall be accompanied by a written instrument or instruments of transfer in form satisfactory to those of the Company, the Registrar and the Trustee requiring such written instrument of transfer duly executed by the Holder thereof or exchange. (f) his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or for any exchange of Warrant CertificatesSecurities, but the Company may require payment from the Holder(s) of such Warrant Certificates of a sum sufficient to cover any stamp tax or other governmental charge or tax that may be imposed in connection with any such registration, transfer or exchangeexchange of Securities, other than exchanges pursuant to Section 3.4, 3.6 or 10.7 not involving any transfer. The Company shall not be required to (i) issue, register the transfer of, or exchange any Securities for a period beginning at the opening of business 15 days before any selection for redemption of Securities of like tenor and of the series of which such Security is a part and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Securities of like tenor and of such series to be redeemed or (ii) register the transfer of or exchange of any Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part. Each Holder agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law.